Schedule B to the SaaS Subscription Agreement
Journey Works, Inc.
This Service Level Agreement (“SLA”) is attached to and forms part of the SaaS Subscription Agreement (the “Agreement”) between Journey Works, Inc. (“Provider”) and the Client identified in the applicable Order Form. This SLA sets forth Provider’s service level commitments and Client’s sole and exclusive remedies for failure to meet those commitments.
1.1 “Downtime” means any period during which the Platform is unavailable or materially non-functional, as measured by Provider’s monitoring systems. Downtime does not include: (a) Scheduled Maintenance; (b) Force Majeure events; (c) failures caused by Client’s systems, networks, or actions; (d) failures of third-party services outside Provider’s reasonable control; or (e) periods where Client’s access is suspended pursuant to the Agreement.
1.2 “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the total minutes of Downtime, divided by the total number of minutes in that month, expressed as a percentage.
1.3 “Scheduled Maintenance” means planned maintenance windows during which the Platform may be temporarily unavailable. Provider shall provide at least forty-eight (48) hours’ advance notice.
1.4 “Service Credit” means a credit against future Fees owed by Client, calculated as a percentage of Client’s monthly subscription fee for the affected month.
2.1 Uptime Target. Provider shall use commercially reasonable efforts to maintain a Monthly Uptime Percentage of at least ninety-nine and five-tenths percent (99.5%) during each calendar month.
2.2 Uptime Measurement. Provider shall monitor availability using automated monitoring tools and shall maintain logs of Downtime events. Uptime reports are available to Client upon reasonable request.
2.3 Exclusions. The following shall not be counted as Downtime:
2.4 AI Provider Dependency. Client acknowledges that certain Platform functionality depends on third-party AI model providers. Provider shall maintain redundancy across multiple AI providers where feasible and shall route requests to alternative providers during outages where available.
3.1 Service Credit Schedule.
| Monthly Uptime % | Downtime Equivalent | Service Credit |
|---|---|---|
| 99.0% – 99.49% | ~3.6 – 7.2 hours/month | 5% of monthly fee |
| 95.0% – 98.99% | ~7.2 – 36 hours/month | 10% of monthly fee |
| 90.0% – 94.99% | ~36 – 72 hours/month | 20% of monthly fee |
| Below 90.0% | 72+ hours/month | 30% of monthly fee |
3.2 Credit Request. Client must submit a written request within thirty (30) days after the end of the affected calendar month, including dates and times of Downtime, impact description, and supporting documentation.
3.3 Credit Application. Service Credits shall be applied against the next invoice. They are not refundable for cash, not transferable, and may not be applied to any other account.
3.4 Maximum Credits. The maximum aggregate Service Credits for any calendar month shall not exceed thirty percent (30%) of Client’s monthly subscription fee. Service Credits are Client’s sole and exclusive remedy for failure to meet the Uptime Commitment.
3.5 Chronic Failure. If the Monthly Uptime Percentage falls below ninety-five percent (95%) for three (3) consecutive months, Client may terminate the applicable Order Form upon thirty (30) days’ written notice and shall receive a pro-rata refund of any prepaid Fees.
4.1 Support Channels. Provider shall make technical support available via: (a) email; (b) in-platform support ticketing system; and (c) such other channels as Provider may offer.
4.2 Support Hours. Standard support: Monday through Friday, 9:00 AM to 6:00 PM Central Time, excluding U.S. federal holidays. Critical (Severity 1) issues are monitored 24/7.
4.3 Severity Levels and Response Times.
| Severity | Definition | Initial Response | Update Freq. | Target Resolution |
|---|---|---|---|---|
| 1 – Critical | Platform completely unavailable or Security Incident affecting Client Data in progress | 1 hour (24/7) | Every 2 hours | 4 hours |
| 2 – High | Major feature or Agent non-functional; no workaround; significant business impact | 4 business hours | Every 8 hours | 1 business day |
| 3 – Medium | Feature degradation with workaround available; moderate impact | 8 business hours | Daily | 3 business days |
| 4 – Low | Minor issue, cosmetic defect, feature request, or general inquiry | 2 business days | As needed | Next release cycle |
4.4 Escalation. Client may escalate issues to Provider’s management by contacting support@journeyworks.ai.
4.5 Client Cooperation. Client shall provide reasonable cooperation and information necessary to diagnose and resolve support issues. Failure to provide timely cooperation may delay resolution and shall not count against Provider’s response targets.
5.1 Maintenance Windows. Preferred window: Sundays, 12:00 AM to 6:00 AM Central Time. Urgent security patches or critical infrastructure updates may occur outside this window.
5.2 Advance Notice. At least forty-eight (48) hours’ advance written notice for planned Downtime. Emergency maintenance for security vulnerabilities may be performed with shorter or no advance notice.
5.3 Maintenance Minimization. Provider shall employ rolling deployment and zero-downtime strategies where technically feasible.
6.1 Incident Notification. Provider shall notify Client of any Downtime event or material service degradation within one (1) hour of detection.
6.2 Status Updates. During ongoing incidents, Provider shall provide updates at the frequency specified in Section 4.3.
6.3 Post-Incident Report. For Severity 1 or 2 incidents, Provider shall deliver a written post-incident report within five (5) business days, including: root cause analysis; timeline; actions taken; corrective measures; and impact assessment.
6.4 Security Incident Handling. Security incidents affecting Client Data shall be handled in accordance with the Data Processing Addendum (Schedule C), including the seventy-two (72) hour notification requirement.
7.1 Backup Frequency. Automated backups of Client Data at least once every twenty-four (24) hours, stored in a geographically separate location.
7.2 Retention. Backups retained for a minimum of thirty (30) days on a rolling basis.
7.3 Recovery. Target Recovery Point Objective (RPO): twenty-four (24) hours. Target Recovery Time Objective (RTO): four (4) hours.
7.4 Client Responsibility. Client is encouraged to maintain independent backups of critical data. Provider shall not be liable for data loss that occurs between backups.
8.1 Updates. Provider may update the Platform from time to time. Updates shall not materially diminish functionality available under the applicable Order Form.
8.2 Deprecation. At least ninety (90) days’ advance notice before discontinuing or materially altering any subscribed Agent, with a commercially reasonable replacement or alternative.
8.3 Backwards Compatibility. Commercially reasonable efforts to maintain backward compatibility with existing configurations and integrations.
9.1 Availability Reporting. Monthly reports available upon request, summarizing: uptime percentage; Downtime events; maintenance windows; and outstanding incidents.
9.2 Usage Reporting. Real-time or near-real-time reporting via the Platform dashboard on disk space usage, Agent utilization, and token consumption.
10.1 Modification. Provider may modify this SLA upon sixty (60) days’ prior written notice. No modification shall materially diminish service levels during a current Subscription Term without Client’s written consent.
10.2 Sole Remedy. Service Credits and the termination right in Section 3.5 are Client’s sole and exclusive remedies for failure to meet the Uptime Commitment.
10.3 Conflict. In the event of a conflict between this SLA and the Agreement, the Agreement shall control except with respect to specific service level commitments, response times, and Service Credits.